Kelly Hibbs
BOISE CASCADEAbout Kelly Hibbs
Kelly E. Hibbs is Senior Vice President, Chief Financial Officer and Treasurer of Boise Cascade (BCC). She serves as principal financial officer, signing Section 302 and 906 certifications on the company’s periodic reports, and regularly presents on capital allocation and segment performance on earnings calls . Company performance context during her tenure as CFO shows 2024 Company EBITDA of $632.8 million, net income of $376.4 million, and a cumulative TSR value of $447.36 for a $100 investment since 12/31/2019 as disclosed in BCC’s Pay vs Performance table . In 2025, Hibbs guided investors on capital deployment priorities (continued share repurchases under a new $300 million authorization, balanced with organic projects and M&A fit/price discipline) and detailed segment drivers (BMD margin dynamics, EWP pricing and cost actions) .
Fixed Compensation
| Year | Base Salary ($) |
|---|---|
| 2023 | 523,154 |
| 2024 (effective Nov 2024) | 600,000 (7.51% increase) |
Notes: 2024 Summary Compensation Table reports 2024 salary paid of $563,740 (reflecting timing of increases) .
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024
| Metric | Weight | Threshold | Target | Maximum | Actual/Result | Payout Multiple |
|---|---|---|---|---|---|---|
| Corporate Adjusted EBITDA ($mm) | 100% (Corporate role) | $250 | $670 | $990 | $633 | 0.93x |
| Executive | Target STIP (% of Earnings) | 2024 Actual Base Earnings ($) | STIP Payout ($) |
|---|---|---|---|
| Kelly Hibbs (CFO) | 80% | 563,740 | 419,423 |
Plan design: Linear interpolation from 25% threshold to 225% maximum; payout based on actual performance with Compensation Committee discretion retained but not used for 2024 .
Long-Term Incentive Plan (LTIP)
Design and metrics:
- 2024 target LTIP grant value: $1,000,000 (50% RSUs, 50% PSUs), grant-date fair value per share $137.79 .
- PSU metric: three-year ROIC, with annual sub-periods for 2024–2026; average drives payout. Threshold 7.5% (50% of target), Target 12.5% (100%), Maximum 24.0% (200%); cliff vest and distribute Mar 1, 2027 .
- RSU vesting: one-third annually on Mar 1, 2025/2026/2027 .
| Year | Award Type | Target # of Shares | Threshold # | Maximum # | Vesting |
|---|---|---|---|---|---|
| 2024 | RSUs | 3,629 | — | — | 1/3 each Mar 1, 2025/26/27 |
| 2024 | PSUs (ROIC) | 3,629 | 1,815 | 7,258 | Cliff vest Mar 1, 2027 (3-yr performance) |
| 2023 | RSUs | 4,230 | — | — | Last tranche vests Mar 1, 2026 |
| 2023 | PSUs | 12,692 (earned at 2.0x target; vest Mar 1, 2026) | |||
| 2022 | RSUs | 1,774 | — | — | Final tranches vested by Mar 1, 2025 |
| 2022 | PSUs | 8,092 (earned at 1.52x; vested Mar 1, 2025) |
Clawbacks: Equity (time- and performance-based) and STIP awards are subject to (i) omnibus plan clawback, (ii) a Misconduct Clawback Policy (restatement/fraud/misconduct causing reputational or financial harm), and (iii) a Dodd‑Frank Rule 10D‑1 Executive Compensation Clawback for incentive comp received on/after Oct 2, 2023; lookback three years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock ownership guidelines (officers) | CEO 5x salary; EVP/SVP 2x salary; VP 1x salary; 5-year compliance window. All NEOs met or on track . |
| Anti‑hedging/pledging policy | Directors, officers, employees prohibited from hedging/pledging or monetizing Company securities; policy embedded in Insider Trading Policy . |
| 2024 stock vested (realized) | Shares acquired on vesting in 2024: 10,439 (value realized $1,438,390) . |
| Unvested/outstanding awards at 12/31/2024 | 2024 RSUs: 3,629 (MV $431,343); 2024 PSUs unearned: 6,532 at max-display basis (MV $776,394); 2023 PSUs: 12,692 (MV $1,508,571); 2023 RSUs: 4,230 (MV $502,778); 2022 PSUs: 8,092 (MV $961,815); 2022 RSUs: 1,774 (MV $210,858) . |
| Deferred compensation | Aggregate balance $1,320,856; 2024 above-market earnings $86,927; Company 2024 contributions counted within “All Other Compensation” . |
| Supplemental pension (SUPP) | Present value of accumulated benefit $12,090 (frozen plan) . |
| All Other Compensation (2024) | Company contributions to savings plans $120,434; Company-paid life insurance $1,513 . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement | No employment agreement disclosed; severance agreements in place . |
| Severance (qualified termination, no change-in-control) | Lump sum: 2x base salary ($1,200,000) + 2x target STIP ($960,000) + 18 months of insurance premiums ($33,735), plus pro‑rated STIP for year of termination. Confidentiality, non-solicit, non‑disparagement, and release required . |
| Change-in-control (double trigger) | If awards not replaced: time-based RSUs vest; unearned PSUs vest at target. Estimated LTIP value upon CIC for CFO: $4,046,708 (as of 12/31/2024). No additional cash multiple disclosed beyond severance if solely CIC without termination . |
| Death/Disability | Time-based RSUs vest; PSUs vest based on satisfied metrics; unearned 2024 PSUs illustrated at 1.8x based on performance assumptions. Estimated LTIP value: $4,391,758 (as of 12/31/2024) . |
| Clawbacks | Omnibus plan clawback; Misconduct Clawback (restatement/fraud/misconduct); Exchange Act Rule 10D‑1 policy for incentive-based compensation . |
| Hedging/Pledging | Prohibited for all directors/officers/employees; no hardship exceptions noted . |
Compensation Structure Analysis
- Mix and pay-for-performance: CFO target cash incentive equals 80% of eligible earnings; 2024 payout at 0.93x indicates alignment to Company EBITDA outcomes (actual $633mm vs $670mm target) . LTIP split evenly between RSUs and PSUs with three-year ROIC, moving from prior one-year metric to a three-year horizon in response to shareholder feedback, increasing long-term performance orientation .
- Metrics rigor: 2024 STIP set against macro headwinds (rates/home affordability) and expected deceleration in starts; ROIC thresholds (7.5%–24%) and three-year average support capital stewardship accountability .
- Clawbacks, anti-hedging/pledging: Strong governance guardrails reduce risk-taking and misalignment .
- Say-on-pay and peer context: Five-year average say-on-pay support ~97% (2020–2024). Peer group includes building products distributors/manufacturers (e.g., BLDR, GMS, LPX, UFP), anchoring market-benchmarked targets around the 50th percentile .
Vesting Schedules and Insider Selling Pressure
- Near-term vesting runway: RSUs vest one-third on Mar 1, 2026 and Mar 1, 2027 from 2024 grant (3,629 RSUs), plus remaining 2023 RSUs on Mar 1, 2026. 2024 PSUs cliff-vest Mar 1, 2027 based on three-year ROIC. 2023 PSUs vest Mar 1, 2026 (earned at 2.0x) .
- Realizations: In 2024, Hibbs had 10,439 shares vest (value $1.44m), indicating recurring liquidity potential around annual vesting dates; however, Company policy prohibits hedging/pledging and encourages ownership guideline attainment, which can temper net sales volume .
- Insider trading data: No Form 4 filings were available in the document set queried; this analysis relies on proxy vesting schedules rather than reported market sales. Form 4 activity may exist outside the retrieved corpus [ListDocuments returned none for “type 4”].
Equity Ownership Alignment and Pledging
- Ownership guidelines for officers: CFOs must hold stock worth 2x base salary within five years; BCC reports all NEOs have met or are on track. Prohibition on hedging and pledging further aligns incentives and reduces collateral-risk red flags .
Say‑on‑Pay & Shareholder Feedback
- Support and response: Average say‑on‑pay support >97% from 2020–2024; in 2024 the Compensation Committee lengthened PSU performance periods from one to three years in response to investor engagement, evidencing responsiveness to alignment concerns .
Performance & Track Record Highlights
- Capital allocation communication: Hibbs reiterated priorities—invest in assets and organic growth, pursue fit/price M&A, and be active in buybacks in absence of M&A—while disclosing a new $300 million repurchase authorization and repurchases of ~$120 million through Oct 2025 .
- Segment commentary: She framed BMD gross margin resilience (targeting “15%+” range) and EWP pricing dynamics, underscoring disciplined capacity management and cost programs during cyclical softness .
Investment Implications
- Alignment: CFO pay mix ties closely to EBITDA (STIP) and ROIC (PSUs), with robust clawbacks and a ban on hedging/pledging; ownership guidelines target 2x salary for CFOs—favorable alignment signals .
- Retention/selling pressure: RSU and PSU vesting through 2026–2027 creates periodic liquidity windows, but policy and ownership guidelines may moderate net selling; monitor pre-announced Rule 10b5‑1 plans (not available in retrieved docs) and vesting dates (Mar 1 each year) .
- Change-in-control economics: Double-trigger equity acceleration (PSUs at target if unearned) with 2x salary+target bonus severance offers standard protection without disclosed excise tax gross-ups; governance is shareholder‑friendly .
- Pay governance: High say‑on‑pay support and shift to 3‑yr PSUs reduce pay‑inflation and short‑termism risks; metric set against industry cyclicality embeds cyclical sensitivity (watch EBITDA target calibration vs housing starts) .